Private limited liability companies
Private Limited Liability Companies (or Joint-stock companies) are characterized by the fact that the owners' liability is limited to the company's capital, and that there is a clear distinction between the company's funds and the owners' personal assets. At the same time, the company laws have extensive requirements, intended to safeguard, among other things, the interests of creditors and the individual shareholders. Examples are the requirements relating to equity, regulation of dividends, rules aimed at resolving conflicts between shareholders and personal responsibility for the board, management and shareholders. We assist companies in meeting the requirements, and in preventing and resolving disputes within the company.
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Foundation and dissolution.
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Share capital.
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Shareholder agreements.
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Transfer of shares.
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Redemption and expulsion.
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Disputes between shareholders.
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Board members' liability.
Being a board member or general manager.
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Positions in limited companies is registered in the Brønnøysund registers.
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Members of the board are responsible for the company's operations. Never take on such positions if it is not intended that you will participate actively in the management of the company.
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Be aware of the distinction between the company's and the shareholders' finances.
Board members’ liability.
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Board members, general manager and shareholders may be personally liable for losses they incur on the company, the shareholders or others.
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There is a growing tendency for the company's creditors, companies under liquidation and other injured parties to claim damages against board members and the general manager.
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Board members’ liability is a liability for negligence. The basis for liability is more often omissions than actions. The board's supervisory responsibility, and compliance with the requirements for equity, are recurrent in disputes about board responsibility.
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Claims for compensation against board members and the general manager are often linked to situations where equity is low, and the basis for continued operations is uncertain.
Conflict between shareholders.
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Conflicts of interest and disagreements between shareholders are common, even in smaller companies.
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The starting point is that the majority decides, but the Companies Act has rules on minority rights and access.
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When the contradictions become intractable, shareholders can demand redemption of their shares or dissolution of the company, and , the company can demand expulsion of shareholders.
Foundations are independent assets made available for a specific purpose, in many cases non-profit purposes. They are characterized by the fact that, unlike companies, they have no owners, and that the person who created the foundation does not have control over the foundation's assets. We assist founders, the board and board members of foundations with the creation and management of foundations.
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Creation and transformation of foundations.
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Capital management.
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Management and operation.
Board members in foundations
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The Foundations Act's rules on the foundation's capital are less detailed and specific than those in the Companies Act, but there are strict requirements for proper capital management.
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Board members have by far the same responsibilities as in limited companies.
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Thoroughness when setting up the foundation and drawing up the articles of association can prevent problems in the later administration.
Areas of expertise